##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 27, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 TRANSCAT, INC.
 
 Ohio
    
    000-03905
    
    16-0874418(State or other jurisdiction of 
incorporation or organization)
    
    Commission
File Number:
    
    (I.R.S. Employer
Identification No.)
 35 Vantage Point Drive, Rochester, New York
    
    14624(Address of principal executive offices)
    
    (Zip Code)
 (585) 352-7777
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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##### 



Page(s)PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements:Statements of Operations and Comprehensive (Loss) Income for the First Quarter
Ended June 27, 2009 and June 28, 2008
    
    
    3Balance Sheets as of June 27, 2009 and March 28, 2009
    
    
    4Statements of Cash Flows for the First Quarter Ended June 27, 2009 and
June 28, 2008
    
    
    5Statements of Shareholders Equity for the First Quarter Ended June 27, 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-11Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    12-18Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    19PART II.
    
    OTHER INFORMATIONItem 6.
    
    Exhibits
    
    
    19SIGNATURES
    
    
    20INDEX TO EXHIBITS
    
    
    21EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 
 TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
 (Unaudited)First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Product Sales
    
    $
    11,268
    
    
    $
    12,311Service Revenue
    
    
    5,940
    
    
    
    5,542Net Revenue
    
    
    17,208
    
    
    
    17,853Cost of Products Sold
    
    
    8,622
    
    
    
    8,949Cost of Services Sold
    
    
    4,743
    
    
    
    4,379Total Cost of Products and Services Sold
    
    
    13,365
    
    
    
    13,328Gross Profit
    
    
    3,843
    
    
    
    4,525Selling, Marketing and Warehouse Expenses
    
    
    2,559
    
    
    
    2,595Administrative Expenses
    
    
    1,400
    
    
    
    1,542Total Operating Expenses
    
    
    3,959
    
    
    
    4,137Operating (Loss) Income
    
    
    (116
    )
    
    
    388Interest Expense (Income)
    
    
    14
    
    
    
    (1
    )Other Expense, net
    
    
    15
    
    
    
    8Total Other Expense, net
    
    
    29
    
    
    
    7(Loss) Income Before Income Taxes
    
    
    (145
    )
    
    
    381(Benefit from) Provision for Income Taxes
    
    
    (56
    )
    
    
    153Net (Loss) Income
    
    
    (89
    )
    
    
    228Other Comprehensive Income
    
    
    39
    
    
    
    8Comprehensive (Loss) Income
    
    $
    (50
    )
    
    $
    236Basic (Loss) Earnings Per Share
    
    $
    (0.01
    )
    
    $
    0.03Average Shares Outstanding
    
    
    7,388
    
    
    
    7,186Diluted (Loss) Earnings Per Share
    
    $
    (0.01
    )
    
    $
    0.03Average Shares Outstanding
    
    
    7,388
    
    
    
    7,399
  3




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TRANSCAT, INC.
CONSOLIDATED BALANCE SHEETS
 (Unaudited)June 27,
    
    
    March 28,2009
    
    
    2009ASSETSCurrent Assets:Cash
    
    $
    44
    
    
    $
    59Accounts Receivable, less allowance for doubtful accounts of $88
and $75 as of June 27, 2009 and March 28, 2009, respectively
    
    
    8,116
    
    
    
    8,981Other Receivables
    
    
    175
    
    
    
    119Inventory, net
    
    
    4,309
    
    
    
    4,887Prepaid Expenses and Other Current Assets
    
    
    866
    
    
    
    774Deferred Tax Asset
    
    
    469
    
    
    
    380Total Current Assets
    
    
    13,979
    
    
    
    15,200Property and Equipment, net
    
    
    4,157
    
    
    
    4,174Goodwill
    
    
    7,923
    
    
    
    7,923Intangible Asset, net
    
    
    1,045
    
    
    
    1,091Deferred Tax Asset
    
    
    624
    
    
    
    635Other Assets
    
    
    362
    
    
    
    368Total Assets
    
    $
    28,090
    
    
    $
    29,391LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts Payable
    
    $
    5,031
    
    
    $
    4,748Accrued Compensation and Other Liabilities
    
    
    1,494
    
    
    
    1,757Income Taxes Payable
    
    
    
    
    
    
    215Total Current Liabilities
    
    
    6,525
    
    
    
    6,720Long-Term Debt
    
    
    2,244
    
    
    
    3,559Other Liabilities
    
    
    532
    
    
    
    493Total Liabilities
    
    
    9,301
    
    
    
    10,772Shareholders Equity:Common Stock, par value $0.50 per share, 30,000,000 shares authorized;
7,662,752 and 7,656,358 shares issued as of June 27, 2009 and
March 28, 2009, respectively; 7,386,970 and 7,380,576 shares
outstanding as of June 27, 2009 and March 28, 2009, respectively
    
    
    3,831
    
    
    
    3,828Capital in Excess of Par Value
    
    
    8,823
    
    
    
    8,606Accumulated Other Comprehensive Income
    
    
    359
    
    
    
    320Retained Earnings
    
    
    6,764
    
    
    
    6,853Less: Treasury Stock, at cost, 275,782 shares as of
June 27, 2009 and March 28, 2009
    
    
    (988
    )
    
    
    (988
    )Total Shareholders Equity
    
    
    18,789
    
    
    
    18,619Total Liabilities and Shareholders Equity
    
    $
    28,090
    
    
    $
    23,391
  4




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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Cash Flows from Operating Activities:Net (Loss) Income
    
    $
    (89
    )
    
    $
    228Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by
Operating Activities:Deferred Income Taxes
    
    
    (80
    )
    
    
    6Depreciation and Amortization
    
    
    461
    
    
    
    358Provision for Accounts Receivable and Inventory Reserves
    
    
    47
    
    
    
    25Stock-Based Compensation Expense
    
    
    187
    
    
    
    175Changes in Assets and Liabilities:Accounts Receivable and Other Receivables
    
    
    802
    
    
    
    1,671Inventory
    
    
    566
    
    
    
    (1,127
    )Prepaid Expenses and Other Assets
    
    
    (194
    )
    
    
    (156
    )Accounts Payable
    
    
    283
    
    
    
    138Accrued Compensation and Other Liabilities
    
    
    (219
    )
    
    
    (1,032
    )Income Taxes Payable
    
    
    (215
    )
    
    
    73Net Cash Provided by Operating Activities
    
    
    1,549
    
    
    
    359Cash Flows from Investing Activities:Purchase of Property and Equipment
    
    
    (290
    )
    
    
    (195
    )Net Cash Used in Investing Activities
    
    
    (290
    )
    
    
    (195
    )Cash Flows from Financing Activities:Revolving Line of Credit, net
    
    
    (1,309
    )
    
    
    (302
    )Payments on Other Debt Obligations
    
    
    (6
    )
    
    
    Issuance of Common Stock
    
    
    33
    
    
    
    49Excess Tax Benefits Related to Stock-Based Compensation
    
    
    
    
    
    
    9Net Cash Used in Financing Activities
    
    
    (1,282
    )
    
    
    (244
    )Effect of Exchange Rate Changes on Cash
    
    
    8
    
    
    
    2Net Decrease in Cash
    
    
    (15
    )
    
    
    (78
    )Cash at Beginning of Period
    
    
    59
    
    
    
    208Cash at End of Period
    
    $
    44
    
    
    $
    130Supplemental Disclosures of Cash Flow Activity:Cash paid during the period for:Interest
    
    $
    30
    
    
    $
    4Income Taxes, net
    
    $
    228
    
    
    $
    35
  5




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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 CapitalCommon Stock
    
    
    In
    
    
    Accumulated
    
    
    
    
    
    
    Treasury StockIssued
    
    
    Excess
    
    
    Other
    
    
    
    
    
    
    Outstanding$0.50 Par Value
    
    
    of Par
    
    
    Comprehensive
    
    
    Retained
    
    
    at CostShares
    
    
    Amount
    
    
    Value
    
    
    Income
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance as of March 28, 2009
    
    
    7,656
    
    
    $
    3,828
    
    
    $
    8,606
    
    
    $
    320
    
    
    $
    6,853
    
    
    
    276
    
    
    $
    (988
    )
    
    $
    18,619Issuance of Common Stock
    
    
    6
    
    
    
    3
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33Stock-Based Compensation
    
    
    
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187Comprehensive Income:Currency Translation
Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36Unrecognized Prior Service
Cost, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89
    )
    
    
    
    
    
    
    
    
    
    
    (89
    )Balance as of June 27, 2009
    
    
    7,662
    
    
    $
    3,831
    
    
    $
    8,823
    
    
    $
    359
    
    
    $
    6,764
    
    
    
    276
    
    
    $
    (988
    )
    
    $
    18,789
  6




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##### Table of Contents



TRANSCAT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  GENERAL
 Description of Business:
 Basis of Presentation:
 Fair Value of Financial Instruments:
 Stock-Based Compensation:
 Foreign Currency Translation and Transactions:
  Earnings Per Share:
 7




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##### Table of Contents



First Quarter EndedJune 27,
    
    June 28,2009
    
    2008Average Shares Outstanding  Basic
    
    
    7,388
    
    
    
    7,186Effect of Dilutive Common Stock Equivalents (1)
    
    
    
    
    
    
    213Average Shares Outstanding  Diluted
    
    
    7,388
    
    
    
    7,399Anti-dilutive Common Stock Equivalents
    
    
    666
    
    
    
    591
 
 (1)
    
    Due to Transcats net loss in the first quarter of fiscal year 2010, 0.2
million shares of dilutive common stock equivalents were excluded from the
computation of diluted loss per share because their inclusion would be
anti-dilutive.  Recently Issued Accounting Pronouncements:
   NOTE 2  DEBT
 Description.
 Interest and Commitment Fees. 1 2
 8




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##### Table of Contents



Covenants.
 Other Terms.
 NOTE 3  STOCK-BASED COMPENSATION
  Restricted Stock:
  Stock Options:
  WeightedAverage
    
    
    Weighted AverageNumber
    
    
    Exercise
    
    
    Remaining
    
    
    Aggregateof
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 28, 2009
    
    
    665
    
    
    $
    5.70Granted
    
    
    
    
    
    
    Exercised/Cancelled/Forfeited
    
    
    
    
    
    
    Outstanding as of June 27, 2009
    
    
    665
    
    
    
    5.70
    
    
    
    7
    
    
    $
    584Exercisable as of June 27, 2009
    
    
    329
    
    
    
    4.24
    
    
    
    6
    
    
    
    563
  Warrants:
 9




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##### Table of Contents



WeightedAverage
    
    
    Weighted AverageNumber
    
    
    Exercise
    
    
    Remaining
    
    
    Aggregateof
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 28, 2009
    
    
    63
    
    
    $
    4.28Granted
    
    
    
    
    
    
    Exercised/Cancelled/Forfeited
    
    
    
    
    
    
    Outstanding as of June 27, 2009
    
    
    63
    
    
    
    4.28
    
    
    
    1
    
    
    $
    95Exercisable as of June 27, 2009
    
    
    57
    
    
    
    4.13
    
    
    
    1
    
    
    
    95
  NOTE 4  SEGMENT INFORMATION
  First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Net Revenue:Product Sales
    
    $
    11,268
    
    
    $
    12,311Service Revenue
    
    
    5,940
    
    
    
    5,542Total
    
    
    17,208
    
    
    
    17,853Gross Profit:Product
    
    
    2,646
    
    
    
    3,362Service
    
    
    1,197
    
    
    
    1,163Total
    
    
    3,843
    
    
    
    4,525Operating Expenses:Product (1)
    
    
    2,350
    
    
    
    2,414Service (1)
    
    
    1,609
    
    
    
    1,723Total
    
    
    3,959
    
    
    
    4,137Operating (Loss) Income
    
    
    (116
    )
    
    
    388Unallocated Amounts:Total Other Expense, net
    
    
    29
    
    
    
    7(Benefit from) Provision for Income Taxes
    
    
    (56
    )
    
    
    153Total
    
    
    (27
    )
    
    
    160Net (Loss) Income
    
    $
    (89
    )
    
    $
    228
 
 (1)
    
    Operating expense allocations between segments were based on actual amounts, a percentage of
revenues, headcount, and managements estimates. 10




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NOTE 5  ACQUISITION
   (Unaudited)First QuarterEndedJune 28,2008Net Revenue
    
    $
    19,899Net Income
    
    $
    93Basic Earnings Per Share
    
    $
    0.01Diluted Earnings Per Share
    
    $
    0.01
 11




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements.
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Accounts Receivable:
 Stock-Based Compensation.
   Revenue Recognition.
 12




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##### Table of Contents



RESULTS OF OPERATIONS
  (Unaudited)First Quarter EndedJune 27,
    
    June 28,2009
    
    2008Gross Profit Percentage:Product Gross Profit
    
    
    23.5
    %
    
    
    27.3
    %Service Gross Profit
    
    
    20.2
    %
    
    
    21.0
    %Total Gross Profit
    
    
    22.3
    %
    
    
    25.3
    %As a Percentage of Total Net Revenue:Product Sales
    
    
    65.5
    %
    
    
    69.0
    %Service Revenue
    
    
    34.5
    %
    
    
    31.0
    %Total Net Revenue
    
    
    100.0
    %
    
    
    100.0
    %Selling, Marketing and Warehouse Expenses
    
    
    14.9
    %
    
    
    14.5
    %Administrative Expenses
    
    
    8.1
    %
    
    
    8.6
    %Total Operating Expenses
    
    
    23.0
    %
    
    
    23.1
    %Operating (Loss) Income
    
    
    (0.7
    )%
    
    
    2.2
    %Interest Expense
    
    
    0.1
    %
    
    
    
    %Total Other Expense, net
    
    
    0.1
    %
    
    
    
    %Total Other Expense
    
    
    0.2
    %
    
    
    
    %(Loss) Income Before Income Taxes
    
    
    (0.9
    )%
    
    
    2.2
    %(Benefit from) Provision for Income Taxes
    
    
    (0.3
    )%
    
    
    0.9
    %Net (Loss) Income
    
    
    (0.6
    )%
    
    
    1.3
    %
 13




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FIRST QUARTER ENDED JUNE 27, 2009 COMPARED TO FIRST QUARTER ENDED JUNE 28, 2008 (dollars in
thousands):
 Revenue:
 First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Net Revenue:Product Sales
    
    $
    11,268
    
    
    $
    12,311Service Revenue
    
    
    5,940
    
    
    
    5,542Total
    
    $
    17,208
    
    
    $
    17,853
   FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Sales (Decline) Growth
    
    
    (8.5
    %)
    
    
    
    (1.4
    %)
    
    
    7.6
    %
    
    
    15.5
    %
    
    
    12.7
    %
  FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Sales Per Business Day
    
    $
    176
    
    
    
    $
    191
    
    
    $
    226
    
    
    $
    206
    
    
    $
    192
  FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Percent of Net Sales:Direct
    
    
    80.5
    %
    
    
    
    83.0
    %
    
    
    79.7
    %
    
    
    77.6
    %
    
    
    81.8
    %Reseller
    
    
    18.0
    %
    
    
    
    15.6
    %
    
    
    19.1
    %
    
    
    20.8
    %
    
    
    16.6
    %Freight Billed to Customer
    
    
    1.5
    %
    
    
    
    1.4
    %
    
    
    1.2
    %
    
    
    1.6
    %
    
    
    1.6
    %100.0
    %
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  14




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FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Total Pending Product Shipments
    
    $
    1,445
    
    
    
    $
    1,189
    
    
    $
    1,701
    
    
    $
    1,398
    
    
    $
    1,366% of Pending Product Shipments
that are Backorders
    
    
    72.2
    %
    
    
    
    81.0
    %
    
    
    84.1
    %
    
    
    70.7
    %
    
    
    74.7
    %
  FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Revenue Growth (Decline)
    
    
    7.2
    %
    
    
    
    (0.9
    %)
    
    
    10.3
    %
    
    
    4.5
    %
    
    
    5.3
    %
  FY 2010 First Quarter
    
    
    
    FY 2009 First Quarter% of
    
    
    
    
    
    
    
    % ofService
    
    
    Service
    
    
    
    Service
    
    
    ServiceSegment
    
    
    Segment
    
    
    
    Segment
    
    
    SegmentRevenue
    
    
    Revenue
    
    
    
    Revenue
    
    
    RevenueDepot/On-Site
    
    $
    4,710
    
    
    
    79.3
    %
    
    
    $
    4,478
    
    
    
    80.8
    %Outsourced
    
    
    1,079
    
    
    
    18.2
    %
    
    
    
    911
    
    
    
    16.4
    %Freight Billed to
Customers
    
    
    151
    
    
    
    2.5
    %
    
    
    
    153
    
    
    
    2.8
    %Total
    
    $
    5,940
    
    
    
    100.0
    %
    
    
    $
    5,542
    
    
    
    100.0
    %
 Gross Profit:
 First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Gross Profit:Product
    
    $
    2,646
    
    
    $
    3,362Service
    
    
    1,197
    
    
    
    1,163Total
    
    $
    3,843
    
    
    $
    4,525
   15




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##### Table of Contents



FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Channel Gross Profit %  Direct (1)
    
    
    23.8
    %
    
    
    
    23.6
    %
    
    
    23.9
    %
    
    
    25.8
    %
    
    
    25.2
    %Channel Gross Profit %  Reseller (1)
    
    
    17.4
    %
    
    
    
    18.7
    %
    
    
    18.1
    %
    
    
    18.2
    %
    
    
    17.5
    %Channel Gross Profit %  Combined (2)
    
    
    22.6
    %
    
    
    
    22.8
    %
    
    
    22.8
    %
    
    
    24.2
    %
    
    
    23.9
    %Other Items % (3)
    
    
    0.9
    %
    
    
    
    1.2
    %
    
    
    1.6
    %
    
    
    1.8
    %
    
    
    3.4
    %Total Product Gross Profit %
    
    
    23.5
    %
    
    
    
    24.0
    %
    
    
    24.4
    %
    
    
    26.0
    %
    
    
    27.3
    %
 
 (1)
    
    Channel gross profit % calculated as net sales less purchase costs divided by net
sales.(2)
    
    Represents aggregate gross profit % for direct and reseller channels, calculated as net sales
less purchase costs divided by net sales.(3)
    
    Includes vendor rebates, cooperative advertising income, freight billed to customers, freight
expenses, and direct shipping costs.  FY 2010
    
    
    FY 2009Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Gross Profit
Dollar Growth (Decline)
    
    
    2.9
    %
    
    
    
    5.7
    %
    
    
    16.8
    %
    
    
    4.8
    %
    
    
    (0.3
    %)
 Operating Expenses:
 First Quarter EndedJune 27,
    
    
    June 28,2009
    
    
    2008Operating Expenses:Selling, Marketing and Warehouse
    
    $
    2,559
    
    
    $
    2,595Administrative
    
    
    1,400
    
    
    
    1,542Total
    
    $
    3,959
    
    
    $
    4,137
  16




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##### Table of Contents



Taxes:
 First Quarter EndedJune 27,
    
    June 28,2009
    
    2008(Benefit from) Provision for Income Taxes
    
    $
    (56
    )
    
    $
    153
  17




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows .
 First Quarter EndedJune 27,
    
    June 28,2009
    
    2008Cash Provided by (Used in):Operating Activities
    
    $
    1,549
    
    
    $
    359Investing Activities
    
    
    (290
    )
    
    
    (195
    )Financing Activities
    
    
    (1,282
    )
    
    
    (244
    )
 Operating Activities
 
    
    Inventory/Accounts Payable: Due to recent recessionary economic conditions, we have
implemented tight monitoring controls to drive down inventory levels. These efforts
provided approximately $0.6 million of cash from operations in the first quarter of
fiscal year 2010 compared to cash used of approximately $1.1 million in the first
quarter of fiscal year 2009. In general, our accounts payable balance increases or
decreases as a result of timing of vendor payments for inventory receipts.
    
    Receivables: We continue to generate positive operating cash flows and maintain
strong collections on our accounts receivable.
 June 27,
    
    June 28,2009
    
    2008Net Sales, for the last two fiscal months
    
    $
    12,394
    
    
    $
    12,317Accounts Receivable, net
    
    $
    8,116
    
    
    $
    7,501Days Sales Outstanding
    
    
    39
    
    
    
    37
 
    
    Accrued Compensation and Other Liabilities: During the first quarter of fiscal year
2010, we used $0.2 million in cash to pay accrued compensation and other liabilities
compared with $1.0 million in the first quarter of fiscal year 2009. This decline was
primarily attributable to lower payments for employee profit sharing and
performance-based management bonuses.
 Investing Activities
 Financing Activities
 OUTLOOK
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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 INTEREST RATES
   FOREIGN CURRENCY
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Controls over Financial Reporting.
 
 PART II. OTHER INFORMATION
 
 ITEM 6. EXHIBITS
  19




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##### Table of Contents



SIGNATURES
  TRANSCAT, INC.Date:  August 7, 2009
    /s/ Charles P. HaddedCharles P. HadeedChief Executive Officer, President and Chief Operating OfficerDate:  August 7, 2009
    /s/ John J. ZimmerJohn J. ZimmerVice President of Finance and Chief Financial Officer 20




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##### Table of Contents



INDEX TO EXHIBITS
 (3)
    
    Articles of Incorporation and Bylaws
 3.2
    
    Code of Regulations, as amended through May 4, 2009, are incorporated herein by reference from
Exhibit 3.1 to the Companys Current Report on Form 8-K dated May 4, 2009.
 (10)
    
    Material Contracts
 10.1
    
    Transcat, Inc. 2009 Insider Stock Sales Plan is incorporated herein by reference from Exhibit 10.28
to the Companys Annual Report on Form 10-K for the fiscal year ended March 28, 2009.
 (31)
    
    Rule 13a-14(a)/15d-14(a) Certifications
 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 (32)
    
    Section 1350 Certifications
 32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 21